Notarized Letter Template

NOTARIZED LETTER

Date:

Recitals (WHEREAS)

WHEREAS, Client Name: with principal address at (the "Client");

WHEREAS, Service Provider Name: with principal address at (the "Provider");

WHEREAS, the parties desire to set forth the terms under which the Provider will perform services described below and to memorialize such agreement in a notarized letter for evidentiary purposes.

Scope of Work

The Provider shall perform the services described below in accordance with the terms of this letter and any attached exhibits. The parties acknowledge that the description below constitutes the primary scope of the Provider's obligations.

Payment Terms

Compensation: The Client shall pay the Provider compensation as set forth below in exchange for the services rendered. All payments are due in accordance with the schedule and subject to the conditions herein.

All payments are due within the time periods stated in the payment schedule. Late payments shall accrue interest at the rate stated above and the Client will reimburse the Provider for reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

Term: This Agreement shall commence on and shall terminate on , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. In addition, either party may terminate this Agreement immediately for material breach by the other party if such breach is not cured within 15 days of written notice specifying the breach.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information that is (a) known to the receiving party prior to disclosure, (b) becomes publicly available without breach of this Agreement, (c) is received from a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information to third parties except to employees, agents, or subcontractors who have a need to know and are subject to confidentiality obligations at least as protective as those contained herein. The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This notarized letter, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notary Acknowledgment

State of , County of .

On this day of , , personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument and acknowledged to me that he or she executed the same in his or her authorized capacity.

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